SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
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1. Name and Address of Reporting Person*
GUTHRIE ROY A
(Last) (First) (Middle)
C/O SYNCHRONY FINANCIAL
777 LONG RIDGE ROAD
(Street)
STAMFORD CT 06902
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Synchrony Financial [ SYF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Dividend Equivalent Unit 11/15/2024 A 121(1) A $64.98(1) 58,330(2) D
Common Stock 10,000 I See footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents dividend equivalent units accrued on November 15, 2024 as dividends that were paid on the common shares underlying restricted stock units and deferred stock units previously granted to the Reporting Person under the Company's Long-Term Incentive Plans and Non-Employee Director Deferred Compensation Plan (the "NED Deferred Compensation Plan"). The dividend equivalent units vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted stock units or deferred stock units to which they relate. Under the NED Deferred Compensation Plan, deferred stock units settle in shares of common stock according to the Reporting Person's election, in a single lump sum, in five installments or in ten installments, commencing in the July of the year following the year in which the Reporting Person terminates service with the Company. Each dividend equivalent unit is the economic equivalent of one share of Synchrony Financial common stock.
2. Includes approximately 2,262 dividend equivalent units accrued from regular quarterly dividends that were paid from May 4, 2018 through August 15, 2024 on the common shares underlying deferred stock units previously granted to the Reporting Person under the NED Deferred Compensation Plan. These dividend equivalent units were inadvertently not reported previously due to an administrative error and not any error of the Reporting Person.
3. Mr. Guthrie is the Investment Manager of Guthrie 2012 Investments LP, which owns 10,000 shares of common stock. Mr. Guthrie disclaims beneficial ownership of the shares of common stock held by Guthrie 2012 Investments LP, except to the extent of his direct pecuniary interest therein.
Remarks:
/s/ Danielle Do, as attorney in fact 11/19/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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